General Terms and Conditions of Business for our Business Transactions with Traders

I. Miscellaneous

  1. Any deviations from these Conditions of Sale – in particular the validity of the customer's Conditions of Purchase – require our express written approval.
  2. Our offers are subject to change without notice. Orders shall only be binding upon us in so far as we confirm them, or fulfil them by sending the goods, oral subsidiary agreements only if we confirm them in writing.

II. Legal basis

  1. The Law of the Federal Republic of Germany shall apply to the business relations between the customer and us. Any other national laws, as well as the Law on the International Sale of Goods, shall be excluded.

III. Delivery deadline

  1. The delivery deadline shall commence upon the order confirmation being sent, however not prior to the customer producing any applicable documentation, authorisations and clearances to be obtained or prior to receipt of any deposit agreed.
  2. The delivery deadline is deemed to have been adhered to if readiness for dispatch has been notified prior to its expiry or the delivery item has left the factory.
  3. The delivery deadline shall be extended in the event of steps being taken within the scope of industrial action, in particular strikes and lock-outs, as well as upon the occurrence of any unforeseen hindrances which are beyond our control, e.g. business disruptions and delays in the delivery of important materials, in so far as such hindrances evidently have a considerable influence upon the delivery of the delivery item. That shall also apply if the circumstances occur with sub-contractors for the supply of goods. The delivery deadline shall be extended in accordance with the duration of such occurrences and hindrances. The circumstances referred to above shall also not involve any fault on our part if they arise during the course of a delay which already exists. In important cases, we shall inform the customer of the beginning and end of such hindrances as soon as possible.
  4. Partial deliveries shall be permissible within the delivery deadlines given by us, in so far as no disadvantages to use shall arise therefrom.
  5. As long as the customer is in arrears with a payment, our delivery obligation shall be suspended.

IV. Scope of delivery

  1. The scope of delivery shall be determined by our written order confirmation.
  2. We reserve the right to make alterations in construction or form which are attributable to the improvement of the technology or conformity with the legislators' requirements, in so far as the delivery item is not significantly altered and the alteration is reasonable for the customer.
  3. We are the authors of technical illustrations, presentations and/or documentation and manuals and/or instructions for use supplied by us and we have the exclusive right of use thereof. The right of use shall be transferred to the buyer upon handover and transfer of title of the object of purchase in such a way that in future the buyer shall be authorised to use the works protected by copyright as if they were his own; however, when passing on or publishing such works, or putting them into circulation in some other way, he shall be obliged to refer to our authorship using a suitable form of reference ("copyright reference").

V. Dispatch

  1. The delivery items will be shipped and dispatched without insurance, at the recipient's risk.
  2. We shall make every effort to take into consideration the customer's wishes and interests in regard to the type and method of dispatch; any extra costs incurred thereby – even if freight-free delivery has been agreed – shall be borne by the customer.

VI. Payment

  1. Our invoices shall be due for payment without deduction 30 days after the invoice date, and payable strictly net cash.
  2. Cheques and bills of exchange shall only be considered payment following clearance.
  3. Should the payment deadline be exceeded, while simultaneously reserving the right to assert further damage interest will be charged in the amount of the usual bank debit interest, namely at least 5 percentage points above the respective base rate of the ECB.
  4. In the event of payment arrears and any justified doubts regarding the customer's ability to pay or creditworthiness – irrespective of any other rights we may have – we shall be entitled to require securities or advance payments for outstanding deliveries and all claims arising from the business connection shall immediately become due.
  5. Only undisputed claims or those determined with legal validity shall entitle the customer to offset claims or retain payments.

VII. Acceptance and passing of risk

  1. The customer shall be obliged to accept the delivery item.
  2. The risk of the accidental destruction of the delivery item shall pass to the customer as soon as we have handed over the delivery to the consignor.

VIII. Warranty

  1. We do not provide any warranty regarding the quality or durability of the delivery items. We shall be responsible for defects within the scope of the statutory provisions, in accordance with the following regulations.
  2. Any general descriptions that we give or properties that we list within the scope of the contractual negotiations shall, in principle, not form part of the content of the contract in the sense of an agreed quality. A quality agreement shall only exist if this is expressly stated in the written contractual documentation.
  3. Irrespective of liability for fraudulent intent, we shall only be liable for defects in the delivery items in the following way:
    a) For a period of one year following acceptance of the delivery item the customer shall have a claim to the remedying of defects (subsequent improvement). Should we not be able to remedy a defect subject to our warranty obligation (failure of the subsequent improvement) or should any further attempts at improvement be unacceptable to the customer, the customer may, instead of the subsequent improvement, request a reduction in the payment or withdraw from the contract.
    b) Natural wear and tear is in any event excluded from the warranty.
  4. Any claims against us concerning defects shall become statute-barred within one year of the statutory commencement of the period of limitations.

IX. Limitation of liability

  1. We shall not be liable for slight negligence on the part of our company, in particular on the part of our legal representatives or our assistants, unless the infringement of significant contractual obligations is concerned.
  2. Our liability shall be limited to the damage typically arising in the case of the commercial operations carried out by us.
  3. The foregoing limitation of liability shall not apply to damage arising from injury to life, the body or health.
  4. The foregoing liability provision shall apply to both contractual and any tortious liability.

X. Reservation of ownership

  1. We reserve the right of ownership in the delivery items until full payment of the purchase price has been made.
  2. In the event of the customer engaging in any conduct which is contrary to the contract, in particular in the case of payment arrears, we shall to entitled to take back the goods following a written warning, and the customer shall be obliged to surrender the goods.
  3. The enforcement of the reservation of ownership and the distraint of the delivery items by us shall not be deemed withdrawal from the contract, in so far as the latter has not been expressly declared by us in writing.
  4. The customer shall be entitled to sell on the delivery items within the course of regular business; however, already now it assigns to us all receivables accruing to the customer from the selling on of the goods in the amount of the purchase price agreed between us and the customer (including Value Added Tax), and in fact independently of whether the delivery items are sold on without or after further processing. The customer shall be authorised to collect these receivables after they have been assigned. Our authorisation to collect the receivables ourselves shall remain unaffected thereby; however, we undertake not to collect the receivables as long as the customer complies with its payment obligations in an orderly manner and is not in arrears with payment. Should this, however, be the case, we can require that the customer disclose the receivables assigned and their debtors, provide all details necessary for their collection, hand over the associated documentation and notify the debtor (third party) of the assignment.
  5. The processing or alteration of the goods by the customer shall always be carried out for us. Should the delivery items be processed together with other items, not belonging to us, we shall acquire co-ownership in the new item in the proportion of the value of the delivery items to the other items processed at the time of processing.
  6. Should the delivery items be inseparably mixed with other items, not belonging to us, we shall acquire co-ownership in the new item in the proportion of the value of the delivery items to the other items mixed with the delivery items. The customer shall look after the jointly owned property for us.
  7. The customer may neither pledge the delivery items nor assign them in order to secure the debts. In the event of distraints, as well as seizure or any other rights of disposal by third parties, the customer is required to notify us thereof without delay and provide us with all information and documentation necessary to protect our rights. Any bailiff or third party is to be informed of our ownership.
  8. Should the value of the securities exceed our claims by more than 10%, we will, to that extent, at the purchaser's request, release securities of our choice.

XI. Place of fulfilment and place of jurisdiction

  1. The place of fulfilment shall be Heiligenstadt.
  2. In the case of all disputes arising from the contractual relationship, the Action is to be filed with the Court which has jurisdiction for our Head Office. We shall also be entitled to file suit at the customer's Head Office. XII. Miscellaneous provisions.
  3. Any transfers of rights and obligations of the customer arising from the contract concluded with us require our written consent in order to be legally valid.
  4. Should one of the provisions be or become null and void, the validity of the remaining provisions shall not be affected thereby.


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